Technojet Consultants Ltd.
|BSE: 509917||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE881P01013|
|BSE 05:30 | 01 Jan||Technojet Consultants Ltd|
|NSE 05:30 | 01 Jan||Technojet Consultants Ltd|
|BSE: 509917||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE881P01013|
|BSE 05:30 | 01 Jan||Technojet Consultants Ltd|
|NSE 05:30 | 01 Jan||Technojet Consultants Ltd|
TO THE MEMBERS
Your Directors present the Thirty-Eighth (38th) Annual Report on thebusiness and operations of the Company alongwith the Audited financial statements for theFinancial Year (FY) ended 31st March 2020:
1. FINANCIAL RESULTS:
(Amounts in Rs.)
During the year under review the Company has made Loss before taxation ofRs.463394/- as against the Profit of Rs.404501/- in the previous year.
Your Directors have not recommended payment of any dividend for the Financial Year2019-20.
The Company has rented its factory premises located at Valsad Gujarat.
4. HOLDING AND SUBSIDIARIES:
The Company does not have any holding subsidiary joint venture or associateCompanies.
The Company has not accepted any deposits from the public in the Financial Year2019-20.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
In view of the nature of activities which are being carried out by your Company theprovisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the conservation of energy and technologyabsorption are not applicable to your Company.
There were no Foreign Exchange earnings or outgo during the period.
7. RELATED PARTY TRANSACTIONS:
The provisions of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with respect to the Companypolicy on dealing with Related Party Transactions is not applicable to the Company.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business and onan arm's length basis and do not attract the provisions of Section 188 of the CompaniesAct 2013.
During the year under review the Company did not enter into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe related party transactions. The related party transaction is disclosed under Note No.27 of the Notes to the Financial Statements for the year 2019-2020.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has no outstanding Loans Guarantees orInvestments pursuant to Section 186 of the Companies Act 2013.
9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THECOMPANIES ACT 2013 AND RULES MADE THEREUNDER:
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theextract of Annual Return of the Company as at 31st March 2020 is uploaded on the websiteof the Company at www.technoj et.in
10. DIRECTORS AND KEY MANGERIAL PERSONNEL:
Pursuant to the provisions of Section 149 of the Act the Independent Directors havegiven a declaration that they meet the criteria of independence as laid down under Section149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations). There has been no change in thecircumstances affecting their status as Independent Directors of the Company.
The Company has also received declarations from all the Directors of the Companyconfirming that they are not disqualified under Section 164(2) of the Companies Act 2013from being appointed as the Directors of the Company and affirmed compliance with WadiaCode of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR)Regulations 2015.
During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company.
DIRECTOR RETIRING BY ROTATION
In accordance with the applicable provisions of the Companies Act 2013 Mrs. BakhtavarAdy Pardiwalla (DIN: 06721889) a Non- Executive Director on the Board of the Companyretires by rotation and being eligible has offered herself for re-appointment. Necessaryinformation for the reappointment of Mrs. Bakhtavar Ady Pardiwalla has been provided inAnnexure I of the notice convening the ensuing AGM. During the year theNon-Executive Director of the Company had no pecuniary relationship or transactions withthe Company.
Your Directors have recommended her reappointment as the Non-Executive Director on theBoard of the Company.
APPOINTMENT OF MANAGER
The Company has pursuant to the provisions of Sections 2(51) 2(53) 196 197 203 andSchedule V of the Companies Act 2013 (the Act) read with other applicableprovisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 including any statutory modifications thereof appointed Mr. Vipul Panchal as theManager of the Company for a period of five(5) years with effect from February 05 2020 onsuch terms and conditions and on such remuneration as may be decided by the Board of theCompany.
Further necessary resolutions for the appointment / re-appointment of the aforesaidDirectors and the Manager have been included in the Notice convening the ensuing AGM andrequisite details have been provided in the explanatory statement of the Notice.
The Board recommends his appointment.
Also during the year under review Ms. Amisha Rajput ceased to be the CompanySecretary and Chief Financial Officer of the Company w.e.f. the close of working hours ofFebruary 06 2020. Subsequently the Company appointed Ms. Sugandha Goyal a qualifiedCompany Secretary as the Company Secretary and Chief Financial Officer of the Companyw.e.f. 12th June 2020 at the Board Meeting held on that date.
11. MEETING OF THE BOARD OF DIRECTORS
During the year under review total six (6) Board Meetings were held on April 10 2019May 27 2019 August 12 2019 August 29 2019 November 07 2019 and February 05 2020respectively. The Company has adhered to the timeline of gap required to be maintainedbetween each of the Board meetings as prescribed under the Companies Act 2013.
12. BOARD EVALUATION
The Companies Act 2013 stipulates evaluation of the performance of the Board itsCommittees Individual Directors and the Chairman respectively.
With the objective of enhancing the effectiveness of the Board the Nomination &Remuneration Committee (NRC) has formulated the methodology and criteria to evaluate theperformance of the Board and the individual Directors of the Company.
The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at the Board and the Committee Meetings quality ofcontribution strategic insights or inputs regarding future growth of the Company and itsperformance ability to challenge views in a constructive manner knowledge acquired withregard to the Company's business/activities understanding of industry and global trendsetc.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as of the Committees of the Board.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the NonIndependent Directors was carried out by the Independent Directors. Qualitativecomments and suggestions of Directors were taken into consideration by the Chairman of theBoard and the
Chairman of the Nomination and Remuneration Committee. The Directors have expressedtheir satisfaction with the evaluation process.
The Board reviewed the performance of each of the Directors of the Company andexpressed its satisfaction on the same.
13. NOMINATION AND REMUNERATION POLICY/ CHARTER
The Board has adopted on recommendation of the Nomination and Remuneration Committeea policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Charter has been posted on the website ofthe Company at www.technojet.in
14. INDEPENDENT DIRECTORS MEETING
As per Para V11 (1) of Schedule 1V to the Companies Act 2013 lndependent Directors(IDs) are required to hold at least one meeting without the attendance of Non-independentdirectors and members of management. For the financial year 2019-20 the IDs of a companyhave not been able to hold such a meeting the same shall not be viewed as a violation asper Ministry of Corporate Affairs Circular No. 11/2020 dated 24th March 2020.
15. AUDIT COMMITTEE:
Your Company has constituted the Audit Committee in terms of the requirements of theCompanies Act 2013. The Members of audit committee are Mr. Sanjive Arora (Chairman) Mr.S. Raja and Mr. D.S. Gagrat. The Company has duly complied with the provision of Section177(2) of the Companies Act 2013 i.e. majority of its members are Independent Directors.
During the year under review the Committee met five (5) times viz. May 27 2019August 12 2019 August 29 2019 November 07 2019 and February 05 2020 respectively.
The Company has established a vigil mechanism through the committee wherein thegenuine concerns are expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and directors who expresstheir concerns. The Company has provided the details of the vigil mechanism in the WhistleBlower Policy and also posted on the website of the Company.
16. NOMINATION AND REMUNERATION COMMITTEE:
Your Company has constituted a Nomination and Remuneration Committee(NRC) in terms ofthe requirements of the Companies Act 2013 The Members of nomination and remunerationcommittee are Mr. Sanjive Arora (Chairman) Mr. J.C. Bham and Mr. D.S. Gagrat. The Companyhas duly complied with the provision of Section 178(1) of the Companies Act 2013 i.e.majority of its members are Independent Directors. During the year under review theCommittee met on 10th April 2019 29th August 2019 and 05 thFebruary 2020.
The broad terms of reference of the Nomination and Remuneration Committee includes:
Setup and composition of the Board its committees.
Evaluation of performance of the Board its committees and Individual Directors.
Remuneration for Directors KMP and other employees.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirms that:
1) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;
2) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
3) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4) they have prepared the Annual Accounts on a going concern basis; and
5) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
6) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.
18. PARTICULARS OF EMPLOYEES:
The Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as Annexure A.
Pursuant to the provisions of Sections 139 141 142 and all other applicableprovisions if any of the Companies Act 2013 and the rules made thereunder includingany statutory amendment(s) or modification(s) or re-enactment thereof for the time beingin force M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai (FirmRegistration No. 104607W / W100166) the present Statutory Auditors of the Company wouldbe completing their first term as Statutory Auditors. They hold office up to theconclusion of 38th Annual General Meeting of the Company. Accordingly the Board ofDirectors has recommended the re-appointment M/s. Kalyaniwalla & Mistry LLP CharteredAccountants (Firm Registration No. 104607W / W100166) as the Statutory Auditors of theCompany for the second term of 5 (Five) consecutive years to hold office from theconclusion of this Annual General Meeting (AGM) until the conclusion of the 43rd AGM to beheld in the year 2025 at a remuneration determined by the Board of Directors of theCompany as per the recommendation of the Audit Committee.
M/s. Kalyaniwalla & Mistry LLP Chartered Accountants has confirmed theireligibility under Section 141 of the Act and the Rules framed there under for appointmentas Auditors of the Company.
The Report given by the M/s. Kalyaniwalla & Mistry LLP Chartered Accountants onthe Financial Statement of the Company for F.Y 2019 - 20 forms part of the Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Parikh & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor is annexedherewith as Annexure B.
The Internal Auditor of the Company - M/s. K. S. Thar & Co. Chartered Accountants(Registration No. 110959W) have conducted the internal audit of the Company for the F.Y2019
20. The reports and findings of the Internal Auditor are periodically reviewed by theAudit Committee.
20. AUDITORS QUALIFICATIONS:
Statutory Auditors' Report and Secretarial Auditors' Report do not contain anyqualification reservation or adverse remarks.
21. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by the regulators courts andtribunals impacting the going concern status and the Company's operations in future exceptas below;
During the year the Company had received an order from Securities Appellate Tribunal(SAT) dated January 21 2020. As per the order SAT directed SEBI to waivepenalty of Rs. 100000/- imposed on the Company as per SEBI order dated September 272018 in the matter of nonsubmission of audit report of Sharepro Services (I) PrivateLimited (then Company Registrar and Share Transfer Agent) records.
22. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the Company to which this financialstatement relates up to the date of this report.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal Audit plays a key role in providing assurance to the Board of Directors withrespect to the Company having adequate Internal Financial Control Systems. The Company hasadequate Internal Control System and processes in place with respect to its financialstatements which provides reasonable assurance and reliability of financial reporting andpreparation of Financial Statements.
The reports and findings of the internal auditor and the internal control system arereviewed periodically by the Audit Committee. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board.
24. RISK MANAGEMENT POLICY:
The Company has formulated a Risk Assessment & Management Policy duly reviewed bythe Audit Committee establishing the philosophy of the Company towards riskidentification analysis and prioritization of risks development of risk mitigation plansand reporting to the Board periodically. The Policy is applicable to all the functions anddepartments of the Company. The said Policy is available on the website of the Company atwww.technojet.in
25. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
The Company has not received any complaint on sexual harassment during the financialyear 2019-20.
26. CODE OF CONDUCT
The Board of Directors has adopted the Code of Ethics and Business Principles forNon-Executive Directors as also for the employees including Whole-Time Directors Managerand other members of Senior Management. All members of the Board and senior managementpersonnel have affirmed compliance with the Code. The said Code has been communicated toall the Directors and members of the Senior Management. The Code has also been posted onthe Company website on www.technojet.in
27. PREVENTION OF INSIDER TRADING CODE:
The Company has adopted a Code of Conduct to regulate monitor and report trading byDesignated Persons and code of practices and procedures for fair disclosures ofunpublished price sensitive information (Code) in terms of SEBI (Prohibitionof Insider Trading) Regulations 2015 and any statutory amendment (s)/ modification(s)thereof. In compliance with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 (Amendment Regulations) Company has amended the Code.
The Code is applicable to Directors Employees Designated Persons and other ConnectedPersons of the Company.
28. CORPORATE SOCIAL RESPONSIBILTY:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany and hence the Company is not required to spend any Corporate Social Responsibilityexpenses during the year under review.
29. CORPORATE GOVERNANCE:
The provisions of Regulation 27 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with respect to the CorporateGovernance Report is not applicable to the Company.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The provisions of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with regards to the ManagementDiscussion and Analysis Report is not applicable to the Company.
31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board meetings Committee Meetings and Annual GeneralMeetings.
The Directors express their appreciation to all the employees of the Company for theirdiligence and contribution of their performance. The Directors also record theirappreciation for the support and co-operation received from agents suppliers bankers andall other stakeholders. Last but not the least the Directors wish to thank allshareholders for their continued support.